Issue of further new Ordinary Shares

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1 This document comprises a prospectus relating to Capital Gearing Trust P.l.c. (the "Company") prepared in accordance with the Prospectus Rules and Listing Rules of the UK Listing Authority made under section 73A of the Financial Services and Markets Act This document has been approved by the Financial Conduct Authority in accordance with Rule 3.2 of the Prospectus Rules. This document will be made available to the public in accordance with the Prospectus Rules by being made available at The Directors of the Company, whose names appear on page 27 of this document, and the Company each accept responsibility for the information contained in this document. The Directors and the Company, having taken all reasonable care to ensure that such is the case, believe that the information contained in this document is, to the best of the knowledge of the Directors and the Company, in accordance with the facts and does not omit anything likely to affect the import of such information. CAPITAL GEARING TRUST P.L.C. (Incorporated in Northern Ireland with registered no. NI005574) (Registered as an investment company under section 833 of the Companies Act 2006) Issue of further new Ordinary Shares Applications will be made to the UK Listing Authority for the New Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that such admissions will become effective, and dealings in the New Shares will commence, during the period from 2 February 2018 to 1 February This document does not constitute, and may not be used for the purposes of, an offer or solicitation to anyone in any jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. The distribution of this document and the offering of New Shares in certain jurisdictions may be restricted and accordingly persons into whose possession this document comes are required to inform themselves about and to observe such restrictions. The New Shares have not been, and will not be, registered under the United States Securities Act of 1933 (as amended) or under any of the relevant securities laws of Canada, Australia or Japan. Accordingly, the New Shares may not (unless an exemption from such Act or such laws is available) be offered, sold or delivered, directly or indirectly, in or into the USA, Canada, Australia or Japan. The Company will not be registered under the United States Investment Company Act of 1940 (as amended) and investors will not be entitled to the benefits of such Act. Dickson Minto W.S., which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is the sponsor to the Company. Dickson Minto W.S. is not acting for any other person in connection with the Issues. Apart from the responsibilities and liabilities, if any, which may be imposed on Dickson Minto W.S. by the Financial Services and Markets Act 2000 or the regulatory regime established thereunder, Dickson Minto W.S. will not be responsible to anyone other than the Company for providing the protections afforded to clients of Dickson Minto W.S. and is not advising any other person in relation to any transaction contemplated in or by this document.

2 Potential investors should consult their stockbroker, bank manager, solicitor, accountant or other suitably qualified and independent financial adviser authorised under the Financial Services and Markets Act 2000 if they are in the United Kingdom or, in the case of Overseas Investors, another appropriately authorised financial adviser. Potential investors should also consider the risk factors relating to the Company set out on pages 15 to 19 of this document. 2 February

3 CONTENTS SUMMARY... 4 RISK FACTORS IMPORTANT INFORMATION DEFINITIONS DIRECTORS, INVESTMENT MANAGER AND OTHER ADVISERS PART 1 CAPITAL GEARING TRUST P.L.C PART 2 DIRECTORS, INVESTMENT MANAGER AND ADMINISTRATION OF THE COMPANY. 32 PART 3 DETAILS OF THE ISSUES PART 4 FINANCIAL INFORMATION (INCLUDING PORTFOLIO INFORMATION) PART 5 TAXATION PART 6 GENERAL INFORMATION

4 SUMMARY Summaries are made up of disclosure requirements known as 'Elements'. These Elements are numbered in Sections A-E (A.1 E.7). This summary contains all the Elements required to be included in a summary for this type of securities and issuer. Because some Elements are not required to be addressed there may be gaps in the numbering sequence of the Elements. Even though an Element may be required to be inserted into the summary because of the type of securities and issuer, it is possible that no relevant information can be given regarding the Element. In this case a short description of the Element is included in the summary with the mention of 'not applicable'. Section A Introduction and warnings Element Disclosure A.1 Warning This summary should be read as an introduction to this document. Any decision to invest in the securities should be based on consideration of this document as a whole by the investor. Where a claim relating to the information contained in this document is brought before a court, the plaintiff investor might, under the national legislation of the EEA States, have to bear the costs of translating this document before the legal proceedings are initiated. Civil liability attaches to those persons who have tabled the summary, including any translation thereof, but only if the summary is misleading, inaccurate or inconsistent when read together with the other parts of this document or it does not provide, when read together with the other parts of this document, key information in order to aid investors when considering whether to invest in such securities. A.2 Financial Intermediaries Not applicable. No consent has been given by the issuer or person responsible for drawing up this document to the use of this document for subsequent resale or final placement of securities by financial intermediaries. Section B Issuer Element Disclosure B.1 Legal and commercial name Capital Gearing Trust P.l.c. B.2 Domicile and legal form The Company was incorporated and registered in Northern Ireland on 3 May 1963 as a public company limited by shares under the Companies Act (Northern Ireland) 1960 with 4

5 registered number NI The Company operates under the Companies Act and regulations made under the Companies Act. B.5 Group description Not applicable. The Company is not part of a group. B.6 Major shareholders As at close of business on 31 January 2018 (being the latest practicable date prior to the publication of this document), the Company was aware of the following notifiable interests in the issued share capital of the Company: No. of Ordinary Shares % of issued share capital Smith & Williamson 553, RPA Spiller 401, Alliance Trust Savings 292, Hargreaves Lansdowne 291, JM Finn & Co 266, D R Hunter 217, Schroders Private Banking 175, Barclays Direct Investing 166, The Directors are not aware of any person or persons who, following the Issues, will or could, directly or indirectly, jointly or severally, exercise control over the Company. There are no different voting rights for any Shareholder. B.7 Key financial information Selected audited financial information relating to the Company which summarises the financial condition of the Company for the three financial years ended 5 April 2017 is set out in the following table: Year ended 5 April 2015 Year ended 5 April 2016 Year ended 5 April 2017 Net asset value Net assets ( '000) 96, , ,445 Net asset value per Ordinary Share (p) 3, , ,805.0 Ordinary Share price (p) 3, , ,870.5 Income Revenue return after expenses and taxation ( '000) Revenue return per Ordinary Share (p) Dividend per Ordinary Share (p) Ongoing charges As a percentage of average total Shareholders' funds Portfolio summary 0.96% 1.04% 0.89% Shareholders' funds ( '000) 96, , ,445 5

6 Selected unaudited financial information relation to the Company which summarises the financial condition of the Company for the six months ended 5 October 2016 and 5 October 2017 is set out in the following table Net asset value Six months ended 5 October 2016 Six months ended 5 October 2017 Net assets ( '000) 139, ,991 Net asset value per Ordinary Share (p) 3, ,877.7 Ordinary Share price (p) 3, ,950.0 Income Revenue return after expenses and taxation ( '000) Revenue return per Ordinary Share (p) Portfolio summary Shareholders' funds ( '000) 139, ,991 During the three years to 5 April 2017, the period from 6 April 2017 to 5 October 2017 (being the end of the last financial period of the Company for which financial information has been published) and subsequent to 5 October 2017, there has been no significant change to the Company's financial condition or its operating results. B.8 Key pro forma financial information Not applicable. No pro forma financial information is included in this document. B.9 Profit forecast Not applicable. No profit forecast or estimate made. B.10 Description of the nature of any qualifications in the audit report on the historical financial information Not applicable. The audit reports on the historical financial information incorporated by reference in this document are not qualified. B.11 Insufficient working capital Not applicable. The Company is of the opinion that the working capital available to the Company is sufficient for the Company's present requirements (that is, for at least the next 12 months from the date of this document). B.34 Investment policy Investment objective The Company s dual objectives are to preserve shareholders real wealth and to achieve absolute total return over the medium to longer term. 6

7 Investment policy The Company aims to achieve its investment objectives through long only investment in quoted closed-ended funds and other collective investment vehicles, bonds, commodities and cash, as considered appropriate. Given the diverse attributes of closed-ended funds and other collective investment vehicles, as well as the lower-risk characteristics attached to the other asset classes in which the Company invests, a flexible approach to asset allocation is adopted. It is anticipated that under most market conditions, a broad mix of assets will be maintained and a maximum 80 per cent. exposure to either equity or fixed-interest securities (including index linked securities and cash) may be held at any time. The investment manager has the authority to invest in any geographical region and has no set limits on industry sector or country exposure. The Company will not invest more than 15 per cent. of its investment portfolio in any single investment. The Company does not have a formal benchmark but uses the UK Retail Price Index (RPI) as the minimum target for returns to be achieved over the medium to longer term, thereby aiming to at least preserve the real value of shareholders investments. The Company, in pursuing total return, does not aim to invest for income to support any target dividend payment, since capital return is likely to be the largest component of the absolute return objective. The maximum proportion of the Company s gross assets that can be held in other UKlisted investment companies (which do not have a stated investment policy to invest no more than 15 per cent. of their gross assets in other UK investment companies) is 10 per cent. in accordance with Listing Rule It is, however, the aim of the Company to maintain a maximum 6 per cent. investment level in such companies in order to avoid any potential breach of this rule and to maintain investment flexibility. The Company may invest in derivatives such as warrants, options, swaps and forward contracts for the purpose of efficient portfolio management, subject to prior Board approval. Investments in other funds managed by CG Asset Management, or by associates of CG Asset Management, will be considered by the Board on a case by case basis and are subject to Board approval. Borrowing powers The Company has the authority to borrow up to 20 per cent. of net assets, subject to prior Board approval. B.35 Borrowing limits The Company has no bank loans or borrowings. The gearing range of the Company at any one time shall be between 0 per cent. and 20 per cent. of NAV and shall be subject to prior Board approval. For so long as the Investment Manager remains 7

8 authorised and regulated by the FCA and registered in accordance with the AIFM Directive as a small authorised UK AIFM it is acknowledged that although permitted by the investment policy the Company will not employ gearing. B.36 Regulatory status Save for its compliance with the Companies Act, the Listing Rules, the Disclosure Guidance and Transparency Rules, the Market Abuse Regulation and the Prospectus Rules, the Company is not a regulated entity. It is also an EU alternative investment fund for the purposes of the AIFMD. B.37 Typical investor The Directors believe that the typical investors for whom an investment in the Company is intended are professionally advised private investors, institutional investors or those individuals who are prepared to tolerate a degree of risk or potential for loss, investing for capital growth from investments. B.38 Investment of 20 per cent. or more in a single underlying asset or investment company Not applicable. The Company has no investment of 20 per cent. or more in a single underlying asset or investment company. B.39 Investment of 40 per cent. or more in a single underlying asset or investment company Not applicable. The Company has no investment of 40 per cent. or more in a single underlying asset or investment company. B.40 Applicant's service providers and maximum fees payable Managerial arrangements The Board has appointed CG Asset Management Limited to act as the Company's investment manager and alternative investment fund manager. The Investment Management Agreement may be terminated by either party on six months' notice or on shorter notice in certain circumstances. The annual management fee which is payable to the Investment Manager in accordance with the Investment Management Agreement is based on the net assets of the Company attributable to Shareholders. The fee payable to the Investment Manager is 0.6 per cent. on the amount of net assets up to 120 million, 0.45 per cent. on the amount of net assets that exceeds 120 million up to 500 million and 0.3 per cent on the amount of net assets that exceeds 500 million. Secretarial and administration arrangements The Board has appointed PATAC Limited to provide company secretarial and administration services to the Company. In addition, the Company has delegated responsibility for managing its discount and premium management policy to the 8

9 Administrator. The Administration Agreement may be terminated by either party on three months' notice or immediately in certain circumstances. The Administrator is entitled to receive an annual fee (currently 139,748 per annum) for its services payable quarterly in advance. The fees payable to the Administrator are recalculated annually in line with the increase in the Consumer Prices Index over the preceding 12 month period. Custodian The Board has appointed the Northern Trust Company as the Company's custodian. The Custodian holds, or arranges for sub-custodians to hold, all of the cash, securities and other assets of the Company and arranges and settles (directly or acting through subcustodians) all transactions relating to those assets as agent for the Company. The Custodian receives a safe-keeping fee and transaction fees which vary by market, subject to a minimum fee of 12,000 per annum. Auditors PricewaterhouseCoopers LLP provides audit services to the Company. The fees charged by the Auditors are computed, inter alia, on the time spent by the Auditors on the affairs of the Company. Registrar The Board has appointed Computershare Investor Services PLC as the Company's registrar. The Registrar's duties include the maintenance of the Company's register of Shareholders and the processing of any transfer of Ordinary Shares. Fees are based on the number of Shareholders on the register and the number of transfers each year. B.41 Regulatory status of service providers The Investment Manager is authorised and regulated by the Financial Conduct Authority with firm reference number The Custodian is authorised by the Prudential Regulation Authority and regulated by the Prudential Regulation Authority and the Financial Conduct Authority with firm reference number B.42 Calculation of net asset value The net asset value of an Ordinary Share is calculated by the Administrator on behalf of the Company in accordance with the Company's accounting policies and is published daily through a Regulatory Information Service. The calculation of the Net Asset Value per Ordinary Share will be suspended only in circumstances where the underlying data necessary to value the investments of the Company cannot readily, or without undue expenditure, be obtained. Details of any suspension in making such calculations will be announced through a Regulatory Information Service. B.43 Cross liability Not applicable. The Company is not an umbrella collective investment undertaking and as such there is no cross liability between classes or investment in another collective 9

10 investment undertaking. B.44 No financial statements have been made up Not applicable. The Company has commenced operations and historical financial information is incorporated by reference in this document. B.45 Portfolio The Company's portfolio comprises predominantly quoted closed-ended and other collective investment vehicles but it also holds cash, bonds, index-linked securities and commodities when appropriate. As at 31 January 2018 (being the latest practicable date prior to the publication of this document), the Company's portfolio comprised, by value, 40.3 per cent. investment trust ordinary shares, 8.3 per cent. investment trust zero dividend preference shares, 39.1 per cent. index-linked securities, 8.7 per cent. fixedinterest securities and 3.6 per cent. cash. B.46 Net Asset Value The unaudited Net Asset Value per Ordinary Share as at 31 January 2018 (being the latest practicable date prior to the publication of this document) was 3,841 pence. Section C Securities Element Disclosure C.1 Type and class of securities Subject to the relevant Shareholder authorities being in place, the Company will be permitted to issue up to five million New Shares in aggregate pursuant to the Issues. The ISIN for the Ordinary Shares is GB C.2 Currency The Ordinary Shares are denominated in Sterling. C.3 Number of securities in issue As at 31 January 2018 (being the latest practicable date prior to the publication of this document) the issued share capital of the Company comprised 5,513,669 Ordinary Shares. As at the date of this document no Ordinary Shares were held in treasury by the Company. C.4 Description of the rights attaching to the securities The New Shares will rank pari passu in all respects with the existing issued Ordinary Shares. Subject to any special rights, restrictions or prohibitions as regards voting for the time being attached to any Ordinary Shares, Shareholders shall have the right to receive notice of and to attend and vote at general meetings of the Company. Subject to the provisions of the Companies Act, the Company may from time to time declare dividends and make other distributions on the Ordinary Shares. Shareholders are entitled to 10

11 participate in the assets of the Company attributable to their shares in a winding up of the Company or other return of capital. C.5 Restrictions on the rights attaching to the securities Not applicable. There are no restrictions on the free transferability of Ordinary Shares. C.6 Admission Applications will be made to the UK Listing Authority for the New Shares to be admitted to the premium segment of the Official List and to the London Stock Exchange for the New Shares to be admitted to trading on the London Stock Exchange's main market for listed securities. It is expected that such admissions will become effective, and dealings in the New Shares will commence, during the period from 2 February 2018 to 1 February C.7 Dividend policy The Company does not have any formal policy to achieve any specified level of dividend. The Company aims to pay an annual dividend but focuses on total return rather than any net income level. Section D Risks Element Disclosure D.1 Key information on the key risks specific to the issuer The Company invests in a range of instruments including those issued by quoted closedended companies, some of which are relatively illiquid. The number, quality and size of investment opportunities, and general market and economic conditions, may lead to delays in investing the net proceeds of the Issues. Changes in economic conditions and other factors can substantially and adversely affect the value of investments and therefore the Company's performance and prospects. The past performance of the Company, and of investments managed by the Investment Manager, is not necessarily indicative of future performance. There is no guarantee that the Company's investment objective will be achieved or provide the returns sought by the Company. The portfolio is actively managed and does not seek to track a benchmark and, although sector concentration and thematic characteristics of the portfolio are carefully monitored, there are no maximum limits to deviation from benchmark stock or sector weights. 11

12 Element Disclosure The Company attempts to conduct its business so as to continue to satisfy the conditions for approval as an investment trust under section 1158 of the Tax Act. In respect of each accounting period for which approval is retained, the Company will be exempt from United Kingdom taxation on its capital gains. Breach of the tests that a company must meet to retain approval as an investment trust company could lead to the Company being subject to tax on capital gains. The fair value of equity and other financial securities held in the Company's portfolio fluctuates with market prices. The Company's portfolio is managed by the Investment Manager and in particular there are two investment executives within the CGAM team who have direct responsibility for portfolio selection. Should any fund manager cease to be employed by the Investment Manager they would be replaced by another investment executive in the CGAM s team which may result in different investment decisions and portfolio construction. D.3 Key information on the key risks specific to the securities The market value of, and any income derived from, the Ordinary Shares can fluctuate and may not always reflect the Net Asset Value per Ordinary Share. Although the Ordinary Shares are and the New Shares will be listed on the premium segment of the Official List and admitted to trading on the Main Market, there may not be a liquid market in the Ordinary Shares and Shareholders may have difficulty selling them. The Company may only pay dividends on the Ordinary Shares to the extent that it has profits available for that purpose (in particular revenue reserves which will largely depend on the amount of income which the Company receives on its investments and the timing of such receipts). Section E Offer Element Disclosure E.1 Net proceeds and costs of the Issues The Documentation Costs, which have been or will be borne by the Company, are approximately 72,000, and based on past experience, such costs are expected to be covered by the premium of any future share issuance. Assuming that the maximum number of New Shares available for issue under this document are issued at an Issue Price of (representing a premium of 1.5 per cent. to the Net Asset Value per Ordinary Share calculated as at close of business on 31 January 2018), million in aggregate would be raised under the Issues. Assuming that the maximum number of New Shares available for issue under the Issues is issued by way of a single Issue at a price of per New Share, the total costs and expenses of and incidental to the Issues to be borne by the Company will be 12

13 Element Disclosure approximately 182,000, being 0.09 per cent. of the total proceeds of the Issues. Assuming million is raised by way of a single Issue, the net proceeds available for investment by the Company will be approximately million and these net proceeds will be invested in accordance with the Company's investment policy. Although, subject to the relevant Shareholder authorities being in place, the Company will be permitted to issue a maximum of five million New Shares pursuant to this document such number is not necessarily indicative of the number of New Shares that will be issued over the period. E.2 A Reason for offer and use of proceeds Not applicable. No offer. The Issues have been proposed in principle by the Directors to allow the Company to issue New Shares to satisfy demand from investors in the secondary market at times when Ordinary Shares are trading at a premium to the Net Asset Value per Ordinary Share in accordance with the Company's discount and premium management policy. Accordingly, the issue of New Shares pursuant to the Issues will not result in a dilution of the Net Asset Value per Ordinary Share. The Directors intend to apply the net proceeds of any Issues in accordance with the Company's investment policy. The Company currently has unutilised authority to issue up to 1,201,188 New Shares for cash without offering such shares to existing Shareholders on a pre-emptive basis. If there is continuing demand for New Shares such that the Directors consider the Company could issue more than 1,201,188 New Shares in the period prior to the Company's next annual general meeting in 2018 or thereafter, the Directors may consider convening a general meeting of the Company to seek additional authority to issue New Shares without offering them to existing Shareholders on a pre-emptive basis. E.3 Terms and conditions of the offer Not applicable. No offer. Subject to the relevant Shareholder authorities being in place, the Company will issue a maximum of five million New Shares under the Issues. Each Issue will be conditional upon admission of the relevant New Shares to the premium segment of the Official List and to trading on the Main Market becoming effective. E.4 Material interests Not applicable. No interest is material to the Issues. E.5 Name of person selling securities Not applicable. No person or entity is offering to sell the securities as part of the Issues. 13

14 Element Disclosure E.6 Dilution Not applicable. No offer. New Shares will only be issued at a premium to the Net Asset Value per Ordinary Share. Accordingly, assuming the maximum number of New Shares (being five million New Shares) is issued under the Issues, the issue of the New Shares pursuant to the Issues will not result in a dilution of the Net Asset Value per Ordinary Share. In the event that the maximum number of New Shares (being five million New Shares) is issued under the Issues, the existing Ordinary Shares as at 31 January 2018 would represent 52.4 per cent. of the enlarged issued share capital. E.7 Expenses charged to the investor Not applicable. There are no direct costs charged to the investor. The immediate dilution in the Net Asset Value per Ordinary Share arising from the Documentation Costs (on the assumption that no New Shares are issued pursuant to any Issue and based on the Net Asset Value per Ordinary Share as at 31 January 2018) is approximately 0.03 per cent. New Shares will be issued at a level of premium to the Net Asset Value per Ordinary Share (which shall include a premium to cover commissions and expenses associated with such Issue) such that, disregarding the Documentation Costs, no Issue is expected to be dilutive to the Net Asset Value per Ordinary Share after taking into account the other costs of the Issues. 14

15 RISK FACTORS The risk factors set out below are those which the Directors consider to be material but are not the only risks relating to the Company or the Ordinary Shares. There may be additional risks that the Directors do not currently consider to be material or which are not presently known to the Directors. Before investing in the Ordinary Shares, potential investors should consult their stockbroker, bank manager, solicitor, accountant or other suitably qualified and independent financial adviser authorised under the Financial Services and Markets Act 2000 if they are in the United Kingdom or, in the case of Overseas Investors, another appropriately authorised financial adviser. An investment in the Company should not be regarded as short-term in nature and involves risks that could lead to the loss of all or part of that investment. An investment in the Company is only suitable for investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to bear any loss which might result from such an investment. Prospective investors should consider carefully all of the information set out in this document, including the risks described below, as well as their own personal circumstances, before deciding to invest in the Company. The Directors believe that the risks described below are the material risks relating to an investment in the Ordinary Shares at the date of this document. If any of the adverse events described below occurs, the Company s financial condition, performance and prospects and the market price of the Ordinary Shares could be materially adversely affected and Shareholders may lose all or part of their investment. Additional risks which were not known to the Directors at the date of this document, or that the Directors considered to be immaterial at the date of this document, may also have an adverse effect on the Company s financial condition, performance and prospects and the market price of the Ordinary Shares. If a prospective investor is in any doubt as to the consequences of their acquiring, holding or disposing of Ordinary Shares, or whether an investment in the Company is suitable for them, they should consult their independent financial adviser authorised under FSMA or, in the case of a prospective investor who is located outside the United Kingdom, another appropriately authorised independent financial adviser, before making an application to participate in the Issue. Potential investors should carefully consider all the information in this document, including the following material risk factors in relation to the Company and the Ordinary Shares, before deciding to invest in the Company. Market risk Economic and geopolitical conditions Changes in economic conditions (including, for example, interest rates and rates of inflation), industry conditions, competition, changes in the law, political and diplomatic events and trends, tax laws and other factors can substantially and adversely affect the value of investments and therefore the Company's performance and prospects. Portfolio The investment returns from the Company's portfolio and the returns from an investment in Ordinary Shares in the future may differ materially from historical returns from the Ordinary Shares and will depend, among other things, on the composition of the Company's portfolio. The past performance of the 15

16 Company, and of other investments managed by the Investment Manager, is not a guide to future performance. Ordinary Shares The Ordinary Shares are designed to be held over the long-term and are not suitable as a short-term investment. The value of an investment in the Company and any income derived from it, if any, may go down as well as up. An investment in the Ordinary Shares is suitable only for investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses which might result from such an investment (which may be equal to the whole amount invested). There can be no guarantee that any appreciation in the value of the Company's investments will occur and investors may not get back the full value of their investment. There can be no guarantee that the investment objective of the Company will be achieved or provide the returns sought by the Company. No assurance can be given that any sale of the Company's investments would realise proceeds which would be sufficient to repay any borrowings or provide funds for any capital repayment to Shareholders. Shareholders will bear the rewards and risks of the success or otherwise of the Company's investments. Although the Ordinary Shares are and the New Shares will be listed on the premium segment of the Official List and admitted to trading on the Main Market, it is possible that there may not be a liquid market in the Ordinary Shares and Shareholders may have difficulty selling them. Discount risk The market prices of shares in investment trusts fluctuate independently of their net asset value and can be at a discount or premium to the net asset value at different times, depending on supply and demand, market conditions, general investor sentiment, dividend yields, prevailing interest rates and other factors. Accordingly, the market price of an Ordinary Share may not fully reflect its underlying net asset value. The Administrator monitors the level of the discount or premium at which the Ordinary Shares trade and the Company operates a discount and premium management policy by buying back or issuing shares when deemed to be in the best interests of Shareholders as a whole. The ability of the Company to control the level of discount or premium will depend on the Company being able to buyback or issue Ordinary Shares, which will be dependent upon Shareholders in general meeting conferring authority on the Board to buyback or issue Ordinary Shares. The Board will seek renewal of these authorities from Shareholders annually and at other times should this prove necessary. However, there can be no guarantee that the requisite Shareholder approvals will be obtained. The ability of the Company to buyback or issue Ordinary Shares will be subject to the Companies Act and all other applicable legislation, rules and regulations of any government, regulatory body or market applicable to the Directors or the Company and, in particular, any buyback of Ordinary Shares will be dependent on the availability of distributable reserves. Borrowing risk The Company may use borrowings for investment purposes although it has no current intention to do so. If borrowing were to be used in the future it would enhance the total return on the Ordinary Shares where the return on the Company's underlying assets is rising and exceeds the cost of borrowing, it would have the opposite effect where the underlying return is falling, further reducing the total return on the Ordinary 16

17 Shares. As a result, the use of borrowings by the Company would increase the volatility of the Net Asset Value per Ordinary Share if it were to be employed in the future. The Company invests in other UK listed investment companies. As a consequence of its investments, the Company may therefore be exposed to gearing through the borrowings from time to time of these other investment companies. Dividend risk The Company does not have any formal dividend policy. The Company may only pay dividends on the Ordinary Shares to the extent that it has distributable profits available for that purpose (in particular revenue reserves which will largely depend on the amount of income which the Company receives on its investments and the timing of such receipts). If under UK law or accounting rules and standards applicable to the Company there were to be a change to the basis on which dividends could be paid by companies, this could have a negative effect on the Company's ability to pay dividends. Portfolio liquidity risk The Company invests in a range of instruments including those issued by quoted closed-ended companies, some of which are relatively illiquid. The number, quality and size of investment opportunities, and general market and economic conditions, may lead to delays in investing the net proceeds of the Issues. If equity prices rise or fall significantly before the net proceeds are fully invested, the potential returns available to Shareholders may differ from the returns which would have been available on the Company's existing portfolio. Investment objective risk The Company's objective is to achieve capital growth in absolute terms rather than relative to a particular stock market index. There is no guarantee that the Company's investment objective will be achieved. The portfolio is actively managed and does not seek to track a benchmark and, although sector concentration and thematic characteristics of the portfolio are carefully monitored, there are no maximum limits to deviation from benchmark stock or sector weights. Accordingly, the portfolio of investments held by the Company is unlikely to mirror the stock and sector weightings of any benchmark which may lead to the Ordinary Shares failing to follow either the direction or extent of any moves in the financial markets generally (which may or may not be to the advantage of Shareholders). Service provider risk The Company has no employees and all of the Directors have been appointed on a non-executive basis. The Company must therefore rely upon third party service providers to perform certain functions. In particular, the Investment Manager, the Administrator, the Custodian, the Registrar and their respective delegates, if any, will perform services that are integral to the Company s operations and financial performance. Failure by any service provider to carry out its obligations to the Company in accordance with the terms of its appointment, to exercise due care and skill, or to perform its obligations to the Company at all as a result of insolvency, bankruptcy or other causes, could have a material adverse effect on the Company s operations and performance and on returns to Shareholders. The termination of the Company s relationship with any third party service provider, or any delay in appointing a replacement 17

18 for such service provider, could materially disrupt the business of the Company and could have a material adverse effect on the Company s performance and returns to Shareholders. Derivatives The Company may use derivatives although it has no current plans to do so. If it were to use derivatives it would be principally, but not exclusively, for the investment purposes of efficient portfolio management (that is for the purpose of reducing, transferring or eliminating investment risk in its investments, including protection against currency risks). The use of derivatives may lead to higher volatility in the Net Asset Value per Ordinary Share and Ordinary Share price than might otherwise be the case. Credit and counterparty risk Credit risk is the risk that an issuer or counterparty will be unable or unwilling to meet a commitment that it has entered into with the Company. The Company's principal financial assets are investments, bank balances, cash and other receivables, which represent the Company's exposure to credit risk in relation to financial assets. The Company is exposed to potential failure by counterparties to deliver securities for which the Company has paid and to pay for securities which the Company has delivered. Risks relating to unsettled transactions are considered by the Company to be small as a result of the relatively short settlement period involved and the credit quality of the brokers used. Substantially all of the assets of the Company are held by the Custodian. Bankruptcy or insolvency of the Custodian might cause the Company's rights in respect of the securities held by that party to be delayed or limited. The credit risk on liquid funds and derivative financial instruments is limited as the counterparties are banks with high credit ratings or with ratings that are reviewed by the Investment Manager. Interest rate risk The Company may hold interest-bearing financial instruments. As such, the Company may be exposed to interest rate risk due to fluctuations in the prevailing market rates. Foreign currency risk The Ordinary Shares are denominated in Sterling. However, certain investments made by the Investment Manager may not be denominated in Sterling. The Company's investments in foreign currency securities are subject to the risk of currency fluctuations. Key man risk The Company's portfolio is managed by the Investment Manager and in particular there are two investment executives within the CGAM team who have direct responsibility for portfolio selection. Should any event fund manager cease to be employed the Investment Manager they would be replaced by another investment executive in the CGAM s team which may result in different investment decisions and portfolio construction. Cessation of investment trust status The Company aims to conduct its business so as to continue to satisfy the conditions to retain approval as an investment trust under section 1158 of the Tax Act. The Company has been approved as an investment trust pursuant to the Investment Trust (Approved Company) (Tax) Regulations 2011 and it will therefore continue to have investment trust status in each accounting period going forward, other than to 18

19 the extent that the Company commits a serious breach of one or more of the conditions for qualification as an investment trust, and will be exempt from United Kingdom taxation on its capital gains. Breach of the tests that a company must meet to retain approval as an investment trust company could lead to the Company being subject to tax on capital gains which could have a material adverse effect on the financial position of the Company. Tax and accounting Any change in the Company's tax status or in taxation legislation or accounting practice could affect the value of the investments held by the Company, affect the Company's ability to provide returns to Shareholders or alter the post-tax returns to Shareholders. Representations in this document concerning the taxation of investors are based upon tax law and practice as at the date of this document, which are, in principle, subject to change. Any change in accounting standards may adversely affect the value of the Company's assets and liabilities in its books of account or restrict the ability of the Company to pay dividends. Laws and regulations which may affect the Company Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect the Company's business, investments and performance. The Company is subject to laws and regulations enacted by the UK and EU government. In addition, the Company is required to comply with certain regulatory requirements which are applicable to closed-ended investment companies (including continuing obligations) whose shares are listed on the premium segment of the Official List. Any change in the laws and regulations affecting the Company, the Investment Manager or the Company's investments may have an adverse effect on the ability of the Company to carry on its business and pursue its investment policy. Packaged retail and insurance-based investment products ("PRIIPs") Investors should be aware that the PRIIPs Regulation requires the Investment Manager, as PRIIP manufacturer, to prepare a key information document ("KID") in respect of the Company. This KID must be made available by the Investment Manager to retail investors prior to them making any investment decision and will be available on the Company's website. The Company is not responsible for the information contained in the KID and investors should note that the procedures for calculating the risks, costs and potential returns are prescribed by the law. The figures in the KID may not reflect the expected returns for the Company and anticipated performance returns cannot be guaranteed. 19

20 IMPORTANT INFORMATION General This document should be read in its entirety. New investors should rely only on the information contained in this document. No person has been authorised to give any information or make any representations other than as contained in this document and, if given or made, such information or representations must not be relied on as having been authorised by the Company or the Investment Manager or any of their respective affiliates, officers, directors, employees or agents. Without prejudice to the Company's obligations under the Prospectus Rules, the Listing Rules, the Disclosure Guidance and Transparency Rules and the Market Abuse Regulation neither the delivery of this document nor any subscription made following receipt of this document shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date of this document or that the information contained herein is correct as at any time subsequent to its date. Shareholders must not treat the contents of the document or any subsequent communications from the Company, or the Investment Manager or any of their respective affiliates, officers, directors, employees or agents, as advice relating to legal, taxation, accounting, regulatory, investment or any other matters. Apart from the liabilities and responsibilities (if any) which may be imposed on Dickson Minto W.S. by FSMA or the regulatory regime established thereunder, Dickson Minto W.S. makes no representations, express or implied, or accepts any responsibility whatsoever for the contents of this document nor for any other statement made or purported to be made by it or on its behalf in connection with the Company, the New Shares or the Issues. Dickson Minto W.S. accordingly disclaims all and any liability (save for any statutory liability) whether arising in tort or contract or otherwise which it might otherwise have in respect of this document or any such statement. All Shareholders are entitled to the benefit of, and are bound by and are deemed to have notice of, the provisions of the Articles of the Company. If you are in doubt about the contents of this document you should consult your stockbroker, bank manager, solicitor, accountant, legal or professional adviser or other financial adviser. Regulatory information This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy, New Shares in any jurisdiction in which such offer or solicitation is unlawful. The issue or circulation of this document may be prohibited in some countries. Investment considerations The contents of this document are not to be construed as advice relating to legal, financial, taxation, accounting, regulatory, investment decisions or any other matter. Prospective investors must inform themselves as to (i) the legal requirements within their own countries for the purchase, holding, transfer or other disposal of Ordinary Shares; (ii) any foreign exchange restrictions applicable to the purchase, holding, transfer or other disposal of Ordinary Shares which they might encounter; and (iii) the income and other tax consequences which may apply in their own countries as a result of the purchase, holding, transfer or other disposal of Ordinary Shares. 20

21 Prospective investors must rely on their own representatives, including their own legal advisers and accountants, as to legal, tax, accounting, regulatory, investment or any other related matters concerning the Company and an investment therein. It should be remembered that the price of an Ordinary Share, and the income from such Ordinary Shares (if any), can go down as well as up. An investment in Ordinary Shares is suitable only for investors who are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses which may arise therefrom (which may be equal to the whole amount invested). Such an investment should be seen as long term in nature and complementary to existing investments in a range of other financial assets. Forward looking statements To the extent that this document includes "forward looking statements" concerning the Company, those statements are based on the current expectations of the Board and are naturally subject to uncertainty and changes in circumstances. Forward looking statements include, without limitation, statements typically containing words such as "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. By their nature, forward looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. Given these risks and uncertainties, potential investors should not place undue reliance on forward looking statements as a prediction of actual results. Nothing in the preceding two paragraphs seeks to limit or qualify, in any way, the working capital statement in paragraph 8 of Part 4 of this document. The Company does not undertake any obligation to update publicly or revise forward looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required. Information in this document will be updated as required by the Prospectus Rules, Listing Rules, Disclosure Guidance and Transparency Rules and Market Abuse Regulation, as appropriate. Latest practicable date In this document, where the context requires, references to 31 January 2018 should be treated as being references to the latest practicable date prior to the publication of this document. Documents incorporated by reference The published annual financial reports of the Company for the three financial years ended 5 April 2017 and the published unaudited half yearly report and accounts for the Company for the two six month periods ended 5 October 2016 and 5 October 2017 on the pages specified in the table below are incorporated by reference into this document. The non-incorporated parts of these financial reports of the Company are either not relevant to investors or are covered elsewhere in this document. 21

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